Apple 1997 Annual Report Download - page 141

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effect on the date of this Agreement) which is not revoked by you within the seven-day revocation period specified therein.
(b) BENEFIT PAYMENT. In the event of your Involuntary Termination during the Term, you and your eligible dependents shall continue to
be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the medical, dental, health, life and other fringe
benefit plans and arrangements applicable to you immediately prior to your Involuntary Termination on the same terms and conditions in effect
for you and your dependents immediately prior to such Involuntary Termination. For purposes of the previous sentence, "BENEFIT
CONTINUATION PERIOD" means the period beginning on the Date of Termination and ending on the earlier to occur of (i) the second
anniversary of the Date of Termination and (ii) the date that you and your dependents are eligible and elect coverage under the plans of a
subsequent employer which provide substantially equivalent or greater benefits to you and your dependents.
(c) DATE AND NOTICE OF TERMINATION. Any termination of your employment by the Company or by you during the Term shall be
communicated by a notice of termination to the other party hereto (the "NOTICE OF TERMINATION"). The Notice of Termination shall
indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of your employment under the provision so indicated. The date of your termination of employment
with the Company and its subsidiaries (the "DATE OF TERMINATION") shall be determined as follows: (i) if your employment is terminated
for Disability, thirty (30) days after a Notice of Termination is given (provided that you shall not have returned to the full-time performance of
your duties during such thirty
(30) day period), (ii) if your employment is terminated by the Company in an Involuntary Termination, five (5) days after the date the Notice of
Termination is received by you and (iii) if your employment is terminated by the Company for Cause, the later of the date specified in the
Notice of Termination or ten (10) days following the date such notice is received by you. If the basis for your Involuntary Termination is your
resignation for Good Reason, the Date of Termination shall be ten (10) days after the date your Notice of Termination is received by the
Company. The Date of Termination for a resignation of employment other than for Good Reason shall be the date set forth in the applicable
notice, which shall be no earlier than ten (10) days after the date such notice is received by the Company.
(d) NO MITIGATION OR OFFSET. You shall not be required to mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any
compensation earned by you as the result of employment by another employer or by pension benefits paid by the Company or another
employer after the Date of Termination or otherwise except as specifically provided in clause (ii) of the last sentence of Section 3(b).
4. ADDITIONAL PAYMENT.
(a) GROSS-UP PAYMENT. Notwithstanding anything herein to the contrary, if it is determined that any Payment would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together